SECURITIES AND EXCHANGE COMMISSION

Washington, D.C., 20549

FORM 10-QA10-Q/A

QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended February 28, 20022003 Commission File Number:1-9852

CHASE CORPORATION

(Exact name of registrant as specified in its charter)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.

Part 1:  FINANCIAL INFORMATION

CHASE CORPORATION

CONSOLIDATED BALANCE SHEET

LIABILITIES AND STOCKHOLDERS' EQUITY

See accompanying notes to the consolidated financial statements and accountants' review report.

CHASE CORPORATION

STATEMENT OF CONSOLIDATED OPERATIONS

(UNAUDITATED)

See accompanying notes to the consolidated financial statements and accountants' review report.

CHASE CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

EQUITY(continued)
(UNAUDITED)

6 MONTH ENDED FEBRUARYFebruary 28, 20022003 AND FEBRUARYFebruary 28, 20012002

CHASE CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY(continue)

(UNAUDITED)

6 MONTH ENDED FEBRUARY 28, 2002 AND FEBRUARY 28, 2001

 

		Cumulative
		Effect of	Total
	Retained	Currency	Shareholders	Comprehensive
	Earnings	Translation	Equity	Income
Balance @ Aug 31, 2001	$30,406,446	$(213,002)	$29,736,760
Currency Translation adjustment		(22,404)	(22,404)	$(22,404)
Exercise of stock options
Issue of 40,000 shares-Tapecoat			428,000
Compensatory stock issuance			49,248
Net Income for 6 months	1,477,278		1,477,278	1,477,278
Dividend paid in cash
$.36 a share on common stock	(1,442,290)		(1,442,290)
	------------	----------	------------	------------
Balance @ Feb 28, 2002	30,441,434	(235,406)	30,226,592	1,454,874
				=======
		Cumulative
		Effect of	Total
	Retained	Currency	Shareholders	Comprehensive
	Earnings	Translation	Equity	Income
Balance @ Feb 28, 2002	30,441,434	(235,406)	30,226,592	1,454,874
Currency Translation adjustment		22,490	22,490	22,490
Compensatory stock issuance			49,248
Net Income for 6 months	2,986,038		2,986,038	2,986,038
	------------	----------	------------	------------
Balance @ Aug 31, 2002	33,427,472	(212,916)	33,284,368	3,008,528
				=======
		Cumulative
		Effect of	Total
	Retained	Currency	Shareholders	Comprehensive
	Earnings	Translation	Equity	Income
Balance @ Aug 31, 2002	33,427,472	(212,916)	33,284,368	3,008,528
Currency Translation adjustment		25,311	25,311	25,311
Treasury Stock dividend
Exercise of stock options
Compensatory stock issuance			49,224
Net Income for 6 months	2,165,361	2,165,361	2,165,361	2,165,361
Dividends paid in cash
$.27 a share on common stock	(1,092,925)		(1,092,925)
	-------------	-----------	------------	------------
Balance @ Feb 28, 2003	$34,499,908	$(187,605)	$34,431,339	$2,190,672
	========	=======	========	========

See accompanying notes to the consolidated financial statements and accountants' review report.

CHASE CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)

	Six Months Ended
	Feb. 28, 2002	Feb. 28, 2001
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	$1,477,278	$2,624,397
Adjmts. to reconcile net income to net cash provided by operating activities:
Income from joint venture	(75,000)	(126,000)
Depreciation	893,533	732,444
Amortization	48,645	379,036
Provision for losses on accounts receivable	86,285	(39,643)
Stock issued for compensation	49,248	49,249
Deferred taxes	(152,583)	(400,170)
Change in assets and liabilities
Proceeds from notes receivable	147,000	---
Trade receivables	1,939,651	1,325,294
Inventories	586,430	(778,674)
Prepaid. expenses & other current assets	(480,050)	(185,617)
Accounts payable	168,449	(372,795)
Accrued expenses	436,741	274,216
Income taxes payable	(513,897)	89,525
Deferred compensation	0	73,938
TOTAL ADJUSTMENTS	2,260,970	1,020,803
NET CASH FROM OPERATIONS	3,738,248	3,645,200
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(2,389,468)	(1,054,988)
Cash paid for investment	(15,352)	(20,000)
Investment in trusteed assets	0	(77,859)
Investment in subsidiaries	(3,500)	(153,347)
Purchase of cash surrender value	(393,502)	(306,074)
Dividend received from joint venture	0	245,826
	(2,801,822)	(1,366,442)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in long-term debt	6,797,783	6,544,884
Payments of principal on debt	(6,030,898)	(7,321,972)
Net borrowing under line-of-credit	(61,184)	(121,760)
Dividend paid	(1,442,290)	(1,436,457)
Reduction of cash paid for dividends	_________	5,194
	(736,589)	(2,330,111)
NET CHANGE IN CASH	199,837	(51,353)
CASH AT BEGINNING OF PERIOD	49,283	65,289

CASH AT END OF PERIOD	$249,120	$13,936
	========	========
CASH PAID DURING PERIOD FOR:
Income taxes	$1,385,285	$1,490,723
Interest	$265,786	$470,026

	Six Months Ended
	Feb. 28, 2003	Feb. 28, 2002
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	$2,165,361	$1,477,278
Adjmts. to reconcile net income to net cash provided by operating activities:
Income from joint venture	75,000	(75,000)
Depreciation	983,472	893,533
Amortization	48,645	48,645
Provision for losses on accounts receivable	182,598	86,285
Stock issued for compensation	49,224	49,248
Deferred taxes	(170,951)	(152,583)
Change in assets and liabilities
Proceeds from notes receivable	0	147,000
Trade receivables	170,978	1,939,651
Inventories	(900,464)	586,430
Prepaid. expenses & other current assets	(266,604)	(480,050)
Accounts payable	(699,532)	168,449
Accrued expenses	234,935	(436,741)
Income taxes payable	1,054,734	(513,897)
Deferred compensation	0	0
	_________	_________
TOTAL ADJUSTMENTS	762,035	2,260,970
NET CASH FROM OPERATIONS	2,927,396	3,738,248
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(3,625,896)	(2,389,468)
Cash paid for investment	0	(15,352)
Investment in trusteed assets	0	0
Investment in subsidiaries	0	(3,500)
Purchase of cash surrender value	(264,112)	(393,502)
Dividend received from joint venture	0	0
	_________	_________
	(3,890,008)	(2,801,822)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in long-term debt	7,600,000	6,797,783
Payments of principal on debt	(5,071,359)	(6,030,898)
Net borrowing under line-of-credit	(57,015)	(61,184)
Dividend paid	(1,092,925)	(1,442,290)
Reduction of cash paid for dividends	_________	_________
	(1,378,701)	(736,589)
NET CHANGE IN CASH	416,089	199,837
CASH AT BEGINNING OF PERIOD	329,084	49,283
	_________	_________
CASH AT END OF PERIOD	$745,173	$249,120
	======	======
CASH PAID DURING PERIOD FOR:
Income taxes	$53,699	$1,385,285
Interest	$196,132	$265,786

See accompanying notes to the consolidated financial statements and accountants' review report.

CHIEF EXECUTIVE OFFICER CERTIFICATION

I, Peter R. Chase, President and Chief Executive Officer of Chase Corporation, certify that:

1. I have reviewed this quarterly report on Form 10-Q/A of Chase Corporation (the "Registrant");

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this quarterly report;

4. The Registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and have; 

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared. b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

    5.  The Registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the Registrant's auditors and the audit committee of Registrant's board of directors (or persons performing the equivalent functions):    

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

    6.  The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date:  April 9, 2003

 

  /s/ Peter R. Chase

Peter R. Chase President & CEO

CHIEF FINANCIAL OFFICER CERTIFICATION

I, Everett Chadwick, Treasurer and Chief Financial Officer of Chase Corporation, certify that:

1. I have reviewed this quarterly report on Form 10-Q/A of Chase Corporation (the "Registrant");

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this quarterly report;

4. The Registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and have;   

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared. b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

    5.  The Registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the Registrant's auditors and the audit committee of Registrant's board of directors (or persons performing the equivalent functions):    

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

     6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date:  April 9, 2003

/s/ Everett Chadwick

Everett Chadwick Treasurer & CFO

CHASE CORPORATION

SECURITIES AND EXCHANGE COMMISSION

NOTES TO CONSOLIDATED FINANCIAL STATEMENT

April 9, 200214, 2003

Note A - Basis of Presentation

The accompanying unaudited Consolidated Financial Statements have been prepared in accordance with the instructions to Form 10-Q10-Q/A and all adjustments (consisting of nonrecurring accruals) have been made which are, in the opinion of Management, necessary to a fair statement of the results for the interim periods reported. The financial statements of Chase Corporation include the activities of its divisions and its foreign sales subsidiary.

Note B - Inventories

Certain divisions used estimated gross profit rates to determine the cost of goods sold.  No significant adjustments have resulted from reconciling with the interim physical inventories as a result of using this method.

Note C - Income per Share of Common Stock

Income per share is based on the average number of shares and share equivalents outstanding during the period.  The average number of shares outstanding used in determining basic per share results was 4,032,984 and 4,047,132 for the period of six months and three months ended February 28, 2002.  Earnings per share on a fully diluted basis were calculated on 4,116,380 and 4,132,639 common shares and share equivalents. Common share equivalents arise from the issuance of certain stock options.

	Six Months Ended		Three Months Ended
	February 28, 2003	February 28, 2002	February 28, 2003	February 28, 2002
Income available to common shareholders	$2165,361	$1,477,278	$923,438	$810,847
Weighted average common shares outstanding	4,047,317	4,032,984	4,047,317	4,047,132
Basic earnings per share	0.535	0.366	0.228	0.200
Weighted average common shares outstanding	4,047,317	4,032,984	4,047,317	4,047,132
Effect of options outstanding	104,360	83,396	111,770	85,507
Common shares and share equivalents	4,151,677	4,116,380	4,159,087	4,132,639
Diluted earnings per share	0.522	0.359	0.222	0.196

Note D - Acquisition of Assets

Chase Corporation (the "Company") has purchased certain operating assets of the Tapecoat Division of TC Manufacturing, Inc. from TC Manufacturing, Inc.

The assets consisted of:were purchased effective November 1, 2001. 

Accounts Receivable	$1,368,831
Inventory	1,646,335
Other Current Assets	5,813
Land and Buildings	1,700,000
Machinery and Equipment	2,420,000
	$7,140,979

The purchase price consisted of:

Cash	$5,427,217
Accounts Payable	417,034
Other Current Liabilities assumed	868,728
Common Stock issued, 40,000 shares
at $10.70 per share	428,000
	$7,140,979

Cash was provided through operating cash and borrowing under the Company'sCompany’s credit facility.

Note E - ReviewChange in Accounting Method

In July 2001, the Financial Accounting Standards Board (FASB) issued FASB Statements Nos. 141 and 142 (FAS 141 and FAS 142),  Business Combinations and Goodwill and Other Intangible Assets.   FAS 141 replaces APB 16 and eliminates pooling-of-interests accounting prospectively.  It also provides guidance on purchase accounting related to the recognition of Goodwill

In accordance with statement of financialintangible assets and accounting standards numberfor negative goodwill.   FAS 142 whichchanges the Company adopted September 1, 2001,accounting for goodwill from an interum evaluation ofamortization method to an impairment-only approach.  Under FAS 142, goodwill was conducted on February 28, 2002.   will be tested annually and whenever events or circumstances occur indicating that goodwill might be impaired.

Based on the evaluation of estimated future cash flows no adjustment to goodwill has been made at this time.

Note E - Earnings Per Share

	Six Months Ended		Three Months Ended
	Feb. 28,	Feb 28,	Feb 28,	Feb 28,
	2002	2001	2002	2001
Income available to common
shareholders	$1,477,278	$2,624,397	$810,847	$1,123,327
Weighted average common
shares outstanding	4,032,984	3,992,468	4,047,132	3,996,402
Basic earnings per share	0.37	0.66	0.20	0.28
Weighted average common
shares outstanding	4,032,984	3,992,468	4,047,132	3,996,402
Effects of options outstanding	83,396	56,938	85,507	59,980
Common shares and share
equivalents	4,116,380	4,049,406	4,132,639	4,056,382
Diluted earnings per share	0.36	0.65	0.20	0.28

Note F - Change in Accounting Principles

In July 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard No. 141, "Business Combinations" (FAS 141) and Statement of Financial Accounting Standard No. 142, "Goodwill and Other Intangible Assets" (FAS 142). FAS 141 requires the purchase method of accounting to be used for all business combinations initiated after June 30, 2001. FAS 141 also specifies criteria that intangible assets acquired must meet to be recognized and reported separately from goodwill. The adoption of FAS 141 will not have any material effect on our results of operations or financial position.

FAS 142 requires that goodwill and intangible assets with indefinite lives no longer be amortized but instead be measured for impairment at least annually, or when events indicate that an impairment exists. Our adoption date
will be September 1, 2001. As of that date,Projected amortization of  goodwill and other indefinite-lived intangible assets, including those recordedintangibles not included in past business combinations, will cease. As a result of the elimination of this amortization, selling, general and administrative expenses will decrease by approximately $667,000 annually.

As required by FAS 142, we will perform impairment tests on goodwill and other indefinite-lived intangible assets as of the adoption date. Thereafter, we will perform impairment tests annually and whenever events or circumstances indicate that the value of goodwill or other indefinite-lived intangible assets might be impaired. In connection with the FAS 142 transitional goodwill impairment test, we will utilize the required two-step method for determining goodwill impairment as of the adoption date. To accomplish this, we will identify our reporting units and determine the carrying value of each reporting unit by assigning the assets and liabilities, including the existing goodwill and intangible assets, to those reporting units as of the adoption date. We will then have up to six months from the adoption date to determine the fair value of each reporting unit and compare it to the carrying amount of the reporting unit. To the extent the carrying amount of a reporting unit exceeds the fair value of the reporting unit, we then will perform the second step of the transitional impairment test. If necessary, in the second step, we will compare the implied fair value of the reporting unit goodwill with the carrying amount of the reporting unit goodwill, both of which would be measured as of the adoption date. The implied fair value of goodwill will be determined by allocating the fair value of the reporting unit to all of the assets (recognized and unrecognized) and liabilities of the reporting unit in a manner similar to a purchase price allocation, in accordance with FAS 141. The residual fair value after this allocation will be the implied fair value
of the reporting unit goodwill. We will record a transitional impairment loss for the excess of the carrying value of goodwill allocated to the reporting unit over the implied fair value. FAS 142 requires that this second step be
completed as soon as possible, but no later than the end of the year of adoption.

In connection with the FAS 142 indefinite-lived intangible asset impairment test, we will utilize the required one-step method to determine whether an impairment exists as of the adoption date. The test will consist of a comparison of the fair values of indefinite-lived intangible assets with the carrying amounts. If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, we will recognize an impairment loss in an amount equal to that excess.
In accordance with statement of financial accounting standards number 142, which the Company adopted September 1, 2001, an interim evaluation of goodwill was conducted on February 28, 2002.   Based on the evaluation of estimated future cash flows no adjustment to goodwill has been made at this time.

next 5-year period is:

             2003 - $97,047

     2004 - $97,047

             2005 - $96,060

     2006 - $93,897

             2007 - $93,897

	Six Months Ended		Three Months Ended
	February 28,	February 28,	February 28,	February 28,
	2003	2002	2003	2002
Net income as reported	2,165,361	1,477,278	923,438	810,847
Amortization Expense related to goodwill	0	0	0	0
Net income	2,165,361	1,477,278	923,438	810,847

Note GF - Review by Independent Public Accountant

The financial information included in this form has been reviewed by an independent public accountant in accordance with established professional standards and procedures.  Based upon such review, no adjustments or additional disclosure were recommended.

Letter from the independent public accountant is included as a part of this report.

INDEPENDENT ACCOUNTANTS' REVIEW REPORT

To the Board of Directors

Chase Corporation

Bridgewater, Massachusetts

We have reviewed the consolidated balance sheet of Chase Corporation and Subsidiaries as of February 28, 20022003 and the related consolidated statements of operations, stockholders equity, and cash flows for the periods of three and six months periods then ended February 28, 20022003 and February 28, 2001;2002.  These financial statements are the responsibility of the company's management.

We conducted our review in accordance with Statements on Standards for  Accounting and Review Services issuedstandards established by the American Institute of Certified Public Accountants.  All information included in these financial statements is the representation of the management of Chase Corporation.

A review of interim financial information consists principally of obtaining an understanding of the system for the preparation of interim financial information, applying analytical procedures  to financial data, and making inquiries of persons responsible for financial and accounting matters.  It is substantially less in scope than an audit conducted in accordance with U.S. generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole.   Accordingly, we do not express such an opinion.  

Based on our review,reviews, we are not aware of any material modifications that should be made to the accompanying consolidated financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with U. S.auditing standards generally accepted auditing standards,in the United States of America, the consolidated balance sheet of Chase Corporation and Subsidiaries as of August 31, 2001,2002 and the related consolidated statements of operations, stockholders' equity,income, retained earnings and cash flows for the year then ended (not presented herein); and in our report dated November 7, 2001,25, 2002, we expressed an unqualified opinion on those consolidated financial statements.  In our opinion, the information set forth in the accompanying consolidated balance sheet as of August 31, 2001,2002, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/S/ LIVINGSTON & HAYNES, P.C.

Wellesley, Massachusetts

April 8, 20024, 2003

 

Results of Operations

     Net revenues decreased 7%increased 5% for the first six months of fiscal 2002 verses2003 versus the same period last yearyear; although second quarter revenues were about the samedeclined 7% when compared to the samelike period in fiscal 2001.2002.  The Company's performance continuedCompany continues to be negatively impacted by the recession,general economic downturn and which has now been further confused by the war and the uncertainties associated with this action.  From a revenue analysis, most of the negative impact when comparing this fiscal year versus last year is associated with certain markets within our Electronic Manufacturing Services (EMS) segment.  It is anticipated that these markets, predominantly electronic and telecommunications, will continue to be soft during the remainder of the year.  However, the Company's diversification should allow us to continue to be able to manage our resources on a positive revenue base during this difficult period.  The Company will also continue to look for potential investment opportunities that can benefit the Company in the future.

     When comparing the six months of fiscal 2002 revenue to that of the prior years, the decrease of 7% was associated to the recession.  The decline was somewhat offset from the benefits of our acquisition of the Tapecoat Division of TC Manufacturing, Inc. concluded November 1, 2001.  Certain of the Company's Electronic Manufacturing Services (EMS) operations continue to be more adversely affected by the economic downturn.   Our diversification has enabled us to withstand significant adversity while continuing to operate on a positive basis and at the same time making investments that will benefit our Company in the future.

     When comparing the six months fiscal 2001 revenue to that of the prior year, the majority of the 16% increase related to the investments and acquisitions within the EMS segment that were concluded during fiscal 1999.

Sales and Operating Profit by Segment
     ($-000)

For the six months ended:		Sales	Operating	%
February 28, 2002			Profit
	Specialized Manufacturing	$21,961	$3,420	15.6
	Electronic Manufacturing Services	$10,038	$   176	1.8
		$31,999	$3,596	11.2
February 28, 2001
	Specialized Manufacturing	$22,776	$4,642	20.4
	Electronic Manufacturing Services	$11,746	$1,153	9.8
		$34,522	$5,795	16.8
February 29, 2000
	Specialized Manufacturing	$21,826	$4,466	20.5
	Electronic Manufacturing Services	$  7,929	$   475	6.0
		$29,755	$4,941	16.6

For the six months ended:		Sales	Operating	%
Feb 28, 2003			Profit
	Specialized Manufacturing	$25,008	$4,842	19.4
	Electronic Manufacturing Services	$  8,500	$   386	4.5
		$33,508	$5,228	15.6
Less:  Common Costs			(1,820)	_____
Income Before Tax and Minority Interest			$3,408	10.2
Feb 28, 2002
	Specialized Manufacturing	$21,961	$3,420	15.6
	Electronic Manufacturing Services	$10,038	$   176	1.8
		$31,999	$3,596	11.2
Less:  Common Costs			(1,598)	_____
Income Before Tax and Minority Interest			$1,998	6.2
Feb 28, 2001
	Specialized Manufacturing	$22,776	$4,642	20.4
	Electronic Manufacturing Services	$11,746	$1,153	9.8
		$34,522	$5,795	16.8
Less:  Common Costs			(2,055)	_____
Income Before Tax and Minority Interest			$3,740	10.8

     The cost of products sold increaseddecreased by almost $600,000$1,492,000 during the current quarter when comparing it to the same quarter last year.  When comparing the 6 month period this year versusverses the prior year there iswas a slight increase.  This year to date decrease is somewhat related to volume.of $459,000.  For the first half, as a percent of sales, cost of products increaseddecreased to 74.6%69.9% from 69.8%  The six month and 3 month percentage increase is associated with74.6%.   While we have had some selling price erosion during this period, we received the benefit of a change in product mix some selling price erosion created by competitive pressure, andmostly associated with the lower volume which decreased efficiencies previously gained through greater economiessales within our Electronic Manufacturing Services segment.  This EMS segment has a higher cost of scale.materials than our more traditional products.  The EMS sales were off $1,500,000 for the six month period.  The Specialized Manufacturing segment also received benefits this year of having the Tapecoat division results included in the full six months versus only four month during fiscal 2002.

    When comparing fiscalsfiscal 2002 versus 2001, the cost of products decreased 7%.  The Company's performance had been negatively impacted by the recession, which was somewhat offset from the benefits of our acquisition of Tapecoat concluded on November 1, 2001.

     Selling and 2000,administration expenses increased by $631,000 during the increases in the quartercurrent year and year to date were to a large extent volume related.  For the first half as a percent of sales increased by 1%.  About $343,000 of the increase was less than 1%.  During that period, raw material price increases were somewhat offset by stabilized manufacturing overheadrelates to the Tapecoat acquisition and productivity improvements.

    Sellingas a result of having a full six months of their selling and administration expenses have remained relatively constant during the current year, however,included as a percent of sales they have increased by 1.2%.  When comparing fiscal 2001compared to 2000 the increase of $755,000 was mostly volume related.only four months included last year.  The Company continues to investhas also invested in certain personnel that it believes is required to support future growth while continuing to becontinued growth.  Last year the Company was more focused onwith cost containment while it continues to provide quality products and services to the market place.

as we moved through a difficult economic cycle.

     Interest expense decreased to $266,000$196,000 for the first six months of this year as compared to $470,000$266,000 and $410,000$470,000 for the periods of 20012002 and 2000.2001.  The decrease relatesdecreases relate to the repayment of debt incurred for acquisitionsacquisition and also the reductions toreduction of interest rates.  During the prior periods, the increased level of interest expense  was associated with the debt incurred to complete acquisitions.  The Company continues to benefitreceive the benefits from low borrowing rates from its financial institutions.

     A majority of the earnings declineoperating income improvement of $1,400,000 for the first six months of fiscal 2003 relates to improvement within our Specialized Manufacturing segment.  About $746,000 of the improvement relates to Tapecoat which was acquired November 1, 2001.  Also, the Electronic Manufacturing Services (EMS) segment generated some improvement.  That market continues to be difficult with no signs of solid improvement during fiscal 2003.  The cost structure of EMS has been modified in an attempt to maximize profitability even with lower sales.  The Company remains concerned over the recovery of the economy but anticipates continued improvement during the year.

    When comparing 2002 to 2001, both of our segments were influenced by the general economic slow down and the impact of the World Trade Center attack.   However, during the first six months of fiscal 2002, are the result of lower sales volume for products and services and the associated profitability provided by our telecommunication market.  Our moreCompany's traditional markets continuecontinued to provide respectable contributions in spite of the recession.  We expect that our improvementreasonable earnings during the second quarter of this year will continue during the remainder of fiscal 2002.  It is however still verya difficult to predict a full recovery although we  sense more positive opportunities than negative.  We will continue on our program of seeking to maximize and expand our current business, while at the same time seeking future opportunities through selective acquisitions.period.

    The effective tax rate over the past three years is lower than the applicable tax rate.  The Company continues to receive the benefit of solid export sales through its Chase Export Corporation subsidiary.  We also continues to receive the benefit of its Sunburst EMS acquisition as it consolidates their results for tax purposes.

     The increaseincome (loss) from minority interest is associated with ourrelates to a 42% equity position in the Stewart Group, Inc., Toronto, Canada. The business focus is the telecom market and continued market difficulty is anticipated during fiscal 2003.

Liquidity and Sources of Capital

    The ratio of current assets to current liabilities was 1.81.9 to 1 at the end of the second quarter of fiscal 20022003 and as compared to 1.7 atof the prior year-end.end of fiscal 2002.

    Long-term debt increased by $6,049,000$2,066,000 and total liabilities increased by $6,758,000 when compared$2,838,000.  The increases are associated with debt incurred to fiscal 2001.acquire Facile, Inc.  The majorityamount borrowed was $4,000,000 of the increase iswhich $3,200,000 would currently be considered long-term.  The Company anticipates continued debt reduction as a result of improved earnings and cash flow improvements related to the debt incurred for the Tapecoat asset acquisition which was effective November 1, 2001.a stronger business environment.

    The Company had $1,775,000$4,500,000 in available credit at February 28, 20022003 under its credit arrangements with its primary bank and plans to utilize this means to help finance its interim needs during the year.  Current financial resources and anticipated funds from operations are expected to be adequate to meet requirements for funds in the year ahead.

Recent Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board (FASB) issued FASB Statements Nos.141 and 142 (FAS 141 and FAS 142), Business Combinations and Goodwill and Other Intangible Assets.  FAS 141 replaces APB 16 and eliminates pooling-of-interests accounting prospectively.  It also provides guidance on purchase accounting related to the recognition of intangible assets and accounting for negative goodwill.  FAS 142 changes the accounting for goodwill from an amortization method to an impairment-only approach.  Under FAS 142, goodwill will be tested annually and whenever events or circumstances occur indicating that goodwill might be impaired.

     FAS 141 and FAS 142 are effective for all business combinations completed after June 30, 2001.  Upon adoption of FAS 142, amortization of goodwill recorded for business combinations consummated prior to July 1, 2001 will cease, and intangible assets acquired prior to July 1, 2001 that do not meet the criteria for recognition under FAS 141 will be reclassified to goodwill.  Companies are required to adopt FAS 142 for fiscal years beginning after December 15, 2001, but early adoption is permitted.  The Company adopted FAS 142 on September 1, 2001, the beginning of fiscal 2002.  In connection with the adoption of FAS 142, the Company was required to perform a transitional goodwill impairment assessment.  An interim evaluation of goodwill has been conducted based on the evaluation of estimated future cash flow and no adjustments to goodwill are required at this time.  Amortization of Goodwill was $666,745, $660,074 and $159,582 for the fiscal years 2001, 2000, and 1999 respectively.

Forward-Looking Information

    From time to time, the Company may publish, verbally or in written form, forward-looking statements relating to such matters as anticipated financial performance, business prospects, technological developments, new products, research and development activities and similar matters.  In fact, this Form 10-Q (or any other periodic reporting documents required by the 1934 Act) may contain forward-looking statements reflecting the current views of the Company concerning potential future events or developments.  The Private Securities Litigation Reform Act of 1995 (the "Act") provides a "safe harbor" for forward-looking statements.  In order to comply with the terms of the "safe harbor," the Company cautions investors that any forward-looking statements made by the Company are not guarantees of future performance and that a variety of factors could cause the Company’s actual results and experience to differ materially from the anticipated results or other expectations expressed in the Company’s forward-looking statements.  The risks and uncertainties which may affect the operations, performance, development and results of the Company’s business include, but are not limited to, the following: uncertainties relating to economic conditions; uncertainties relating to government and regulatory policies; uncertainties relating to customer plans and commitments; the pricing and availability of equipment, materials and inventories; technological developments; performance issues with key suppliers and subcontractors; worldwide political stability and economic growth; regulatory uncertainties; delays in testing of new products; rapid technology changes and the highly competitive environment in which the Company operates.  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made.

Recently Issued Accounting Standards

In July 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard No. 141, "BusinessNo.141, " Business Combinations" (FAS 141) and Statement of Financial Accounting Standard No. 142, "Goodwill" Goodwill and Other Intangible Assets" (FAS( FAS 142).  FAS 141 requires the purchase method of accounting to be used for all business combinations initiated after June 30, 2001.  FAS 141 also specifies criteria that intangible assets acquired must meet to be recognized and reported separately from goodwill.  The adoption of FAS 141 will not have any material effect on our results of operations or financial position.

FAS 142 requires that goodwill and intangible assets with indefinite lives no longer be amortized but instead be measured for impairment at least annually, or when events indicate that an impairment exists.  Our adoption date
will beThe Company adopted FAS 141 & 142 on September 1, 2001.  As of that date, amortization of goodwill and other indefinite-lived intangible assets, including those recorded in past business combinations will cease.ceases.  As a result of the elimination of this amortization, selling, general and administrative expenses will decrease by approximately $667,000 annually.

As required by FAS 142, we will perform impairment teststest on goodwill and other indefinite-lived intangible assets as of the adoption date.  Thereafter, we will perform impairment tests annually and whenever events or circumstances indicate that the value of goodwill or other indefinite-lived intangible assets might be impaired.  Examples of such circumstances include, but are not limited to, a significant change in legal factors or in the business climate, an adverse action or assessment by a regulator, unanticipated competition, a loss of key personnel, a more-likely-than-not expectation that a reporting unit or a significant portion of a reporting unit will be sold or otherwise disposed of, the testing for recoverability under Statement 121 of a significant asset group within a reporting unit.  Recognition of a goodwill impairment loss is the financial statements of a subsidiary that is a component of a reporting unit.  In connection with the FAS 142 transitional goodwill impairment test, we will utilize the required two-step method for determining goodwill impairment as of the adoption date.  To accomplish this, we will identify our reporting units and determine the carrying value of each reporting unit by assigning the assets and liabilities, including the existing goodwill and intangible assets, to those reporting units as of the adoption date.  We will then havehad up to six months from the adoption date to determine the fair value of each reporting unit and compare it to the carrying amount of the unit.  The reporting unit.unit's fair value is determined by discounting its estimated future cash flows.  To the extent the carrying amount of a reporting unit exceeds the fair value of the reporting unit, we then will perform the second step of the transitional impairment test.  If necessary, in the second step, we will compare the implied fair value of the reporting unit goodwill with the carrying amount of the reporting unit goodwill, both of which would be measured as of the adoption date.  The implied fair value of goodwill will be determined by allocating the fair value of the reporting unit to all of the assets (recognized and unrecognized) and liabilities of the reporting unit in a manner similar to a purchase price allocation, in accordance with FAS 141.  The residual fair value after this allocation will be the implied fair value
of the reporting unit goodwill. We will record a transitional impairment loss for the excess ofIf the carrying value of goodwill allocated to the reporting unit overexceeds the implied fair value.value we will record an impairment loss.  FAS 142 requires that this second step be
completed as soon as possible, but no later than the end of the year of adoption.

  The Company's reporting units are its Specialized Manufacturing and Electronic Manufacturing Services operating segments.  The similar economic characteristics and inter-company services performed among segment components enable the Company to aggregate components into its two operating segments.

In connection with the FAS 142 indefinite-lived intangible asset impairment test, we will utilize the required one-step method to determine whether an impairment exists as of the adoption date.  The test will consist of a comparison of the fair values of indefinite-lived intangible assets with the carrying amounts.  If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, we will recognize an impairment loss in an amount equal to that excess.

In accordance with statementAs of financial accounting standards number 142, whichFebruary 28, 2002, the Company adopted September 1, 2001, an interum evaluation ofperformed the required transitional goodwill impairment assessment and no impairment to goodwill was conducted on February 28, 2002.   Based on the evaluationindicted.  The Company performed its annual goodwill impairment assessment, as of estimated future cash flowsJune 30, 2002, and no adjustmentimpairment to its goodwill has been made at this time.was indicated.  

ITEM 6  EXHIBITS AND REPORTS ON FORM 8-K

(A)Exhibits

Reg.  S-K

Item 601

Subsection

Description of Exhibit

State

Page Number

Pursuant to reg. S-K item 601
no exhibits are required.

   

(b)Reports on Form 8-K

A report on formForm 8-K was filed on November 28, 2001February 25, 2003 relating to the purchase of certain assets.

          No financial statements were filed during the three months ended February 28, 2002.2003.

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly

caused this report to be signed on its behalf by

the undersigned thereunto duly authorized.

CHASE CORPORATION

/s/  Peter R. Chase

Peter R. Chase, President & CEO

Dated: April 9,  200214, 2003